This Practice Note covers the typical characteristics of the mezzanine facility and explains the key changes needed to turn a senior facilities agreement into a mezzanine facility agreement on an acquisition finance transaction. For an introductory guide to acquisition and leveraged finance, see Practice Note: Introductory guide to acquisition finance and for an explanation of commonly used jargon, see: Glossary of acquisition finance terms and jargon. For information on the use of mezzanine facilities in real estate finance transactions, see Practice Note: Senior loans, mezzanine loans and intercreditor arrangements in real estate finance. What is mezzanine debt? The mezzanine facility is a form of finance that ranks after the senior facilities. It is sometimes used in leveraged finance transactions: • to make up any shortfall in the purchase price when the senior facilities and equity investment (and any other funding) are combined, and • to access certain kinds of lenders who prefer to invest in mezzanine which is higher risk and higher reward rather than senior debt Mezzanine is generally provided by institutional investors such as funds that invest in

What does this guide cover? This guide introduces the key aspects of acquisition finance and acts as a guide to our Banking & Finance resources for those with no, or limited knowledge of the area. It covers what is meant by acquisition finance, key terminology, features, parties and documents and key tasks for acquisition finance lawyers. For a more detailed introduction to Acquisition Finance, see Practice Note: Introductory guide to acquisition finance. For a more general guide to our banking and finance resources, see: Banking & Finance—new starter guide. What is meant by acquisition finance? The purchaser of a business will usually need external funding (such as loans) as well as its own funds for the purchase. At its simplest, acquisition finance is the term used to describe the debt element of the funding for the acquisition of a business. Acquisition finance is usually associated with leveraged buy-outs and the terms acquisition and leveraged finance are often used interchangeably. A leveraged buy-out is where the buyer, typically a private equity firm, acquires a business

This Practice Note discusses: • the purpose of and typical representations in a leveraged senior facilities agreement (SFA) and how these differ from those in an investment grade facility agreement • common ways for the sponsor to attempt to limit the scope of the representations • when representations are typically given • purpose of and typical information undertakings in a leveraged SFA • purpose of and typical general undertakings in a leveraged SFA • the use of 'baskets' to limit the impact of the general undertakings • purpose of and typical events of default The information in this Practice Note assumes an SFA in a similar form to the senior multicurrency term and revolving facilities agreement for use on leveraged acquisition finance transactions available to members on the LMA website (LMA Leveraged SFA). For information on other aspects of a leveraged finance facilities agreement, see Practice Note: Introductory guide to leveraged finance facilities agreements. For more information on the terms used in this Practice Note, see: Glossary of acquisition finance terms

What is second lien financing? Second lien financing is a form of financing that is principally secured by the same security package as senior or first ranking debt, but ranks behind such senior or first ranking debt (whether in priority of payment and/or security; for further detail, see: Intercreditor position section below) on a second ranking basis. It serves as a layer of debt between senior bank debt facilities and other junior or subordinated debt in a leveraged buy-out. Second lien debt usually takes the form of term loans (or notes in the US). Investors in second lien debt are generally institutional investors such as funds that invest in leveraged loans, collateralised loan obligations (CLOs), hedge funds and other specialist debt funds. Second lien financing is sometimes used in leveraged acquisition finance transactions: • as a useful addition to the capital structure to make up any shortfall in the purchase price when the senior facilities and equity investment (and any other funding) are combined • to increase leverage multiples in the acquisition

This Practice Note is intended as an introduction to facilities typically contained in a leveraged senior facilities agreement (SFA) and covers: • the main characteristics of each type of senior facility • typical senior lenders • documenting the terms of the senior facilities, and • the security and intercreditor position of senior facilities. For an introductory guide to acquisition and leveraged finance, see Practice Note: Introductory guide to acquisition finance. For more detail on typical terms applicable to senior facilities, see Practice Note: Introductory guide to leveraged finance facilities agreements. An explanation of many of the terms used in this Practice Note can be found in the Glossary of acquisition finance terms and jargon. Overview of senior facilities The senior facilities that may be provided to the group can broadly be divided into three types: • the main term facilities, used for the acquisition (or refinancing or recapitalisation, as applicable) • other term facilities eg incremental facilities, capex and/or further acquisition facilities, and • working capital facility in the form of a revolving credit facility (RCF) Transaction

TMT analysis: The Court of Justice considered the acquisition and use of bulk communications data by the intelligence and security agencies in the UK, and how those practices interacted with EU law. The Court of Justice held that, notwithstanding that measures applied under UK legislation to obtain mass data sets from telecoms and internet providers were in the name of national security, the measures must nevertheless comply with European law, specifically in relation to data protection and privacy. The Court of Justice went on to decide that the measures adopted by the UK exceeded the limits of what was strictly relevant and could not be justified as being proportionate or necessary in a democratic society. This judgment will have an effect not just on the privacy standards surrounding this specific data collection, but on the UK's privacy standards generally, and the hope of obtaining an 'adequacy decision' prior to the end of the Brexit transition period. Written by Charlotte Clayson, partner, at Trowers & Hamlins LLP.

This Checklist is for use where you are acting for the buyer on the acquisition of a registered freehold or leasehold commercial property either with vacant possession or subject to a lease or leases. It is not exhaustive and will not cover every eventuality for every transaction. You must always consider whether there are any other issues that need to be addressed. It is assumed that: • the property is not subject to any residential tenancies, and • the seller is solvent This Checklist includes the following key sections: • Preliminary matters • Is the buyer using finance to acquire the property? • Before exchange of contracts • Are you ready to exchange? • Exchange of contracts • Post exchange steps • Between exchange and completion • Are you ready to complete? • Completion • Post completion Preliminary matters See also Practice Note: Transferring commercial property—a practical guide — Preliminary matters. Are the buyer’s instructions and proposals for the property clear? Effective due diligence and transaction management require a sound understanding of the buyer’s

Private Client analysis: The First-tier Tribunal (Tax Chamber) dismissed the appeal of Jeremy Coller and found that he, his mother and his father had all acquired a domicile of choice (‘DoC’) in the UK. The tribunal conducted a detailed survey of the relevant case law on acquisition of a DoC. Its application of that law to the facts in this case will be of interest to any practitioner advising clients who are claiming to have maintained a domicile of origin (‘DoO’) overseas notwithstanding long residence in the UK. The tribunal gave careful consideration to how it should approach witness testimony in a domicile case, including the evidence of one witness who had since died. Written by Christopher Stone, Devereux Chambers.

This Practice Note looks at the acquisition of easements by prescription (long user) at common law, under the doctrine of lost modern grant, and by statute (under the Prescription Act 1832). It covers how a claim is established under each of these methods, the extent of the right acquired and additional factors to be taken into consideration when either the dominant or the servient tenement is subject to a tenancy. It also considers whether an easement acquired by long use can be protected by registration at HM Land Registry. Presumed grant An easement may be established by long use: • at common law • under the doctrine of lost modern grant (a species of common law prescription) • by statute (under the Prescription Act 1832 (PA 1832)) The doctrine of prescription is a mode of establishing an easement, not creating one. It is based on the presumption of a grant, ie that the easement has validly existed before the claim is made, but has been lost or destroyed. The presumption arises from the

This Practice Note explains who has parental responsibility automatically for a child at birth and who may acquire it subsequently. It sets out how a female parent under section 43 of the Human Fertilisation and Embryology Act 2008 (HFEA 2008) may acquire parental responsibility under Children Act 1989 (ChA 1989) by registration as a parent or by a parental responsibility agreement or order. It reviews the factors taken into account when making a parental responsibility order. Who has parental responsibility? At birth • where the parents were married to each other at the time of the child's birth, they each have parental responsibility ('married to each other at the time of the child's birth' has to be interpreted in accordance with the Family Law Reform Act 1987 (FLRA 1987)) • where the parents were not married to each other at the time of the birth, the mother automatically has parental responsibility and the father does not: there is provision for the father to acquire it • in relation to a child conceived after 6 April 2009 where

This Practice Note explains how a step-parent may acquire parental responsibility for a child under section 4A(1) of the Children Act 1989 (ChA 1989). It covers parental responsibility agreements and orders and their duration. It also explains how other individuals who are not parents or step-parents may acquire parental responsibility by becoming a child’s guardian or special guardian, or by obtaining a child arrangements order (CAO) by or acquiring an emergency protection order. Step-parents A step-parent who is married to or the civil partner of a parent of a child who has parental responsibility may apply for an order for parental responsibility or may enter into a parental responsibility agreement. The explanatory notes to the Adoption and Children Act 2002 (ACA 2002), (which inserted ChA 1989, s 4A(1)) state that the intention is to provide an alternative to adoption where a step-parent wishes to acquire parental responsibility for their step-child. It has the advantage of not removing parental responsibility from the other birth-parent and does not legally separate the child from membership of the

This Practice Note explains who has parental responsibility automatically for a child at birth. It also explains how unmarried fathers may acquire parental responsibility under section 4(1) of the Children Act 1989 (ChA 1989) including by entering into a parental responsibility agreement, obtaining a parental responsibility order or by becoming registered as the child’s father on the child’s birth certificate. It sets out the factors to be taken into account by the court when considering an application for parental responsibility and provides a review of relevant cases. It also considers duration and termination of parental responsibility agreements and orders. Who has parental responsibility? At birth • where the parents were married to each other, or from 2 December 2019 civil partners of each other at the time of the child’s birth, they each have parental responsibility (‘married to or civil partners of each other at the time of the child’s birth’ has to be interpreted in accordance with the Family Law Reform Act 1987 (FLRA 1987)) • where the parents were not married to each other at the